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Corporations Keyed to Klein
Kamin v. American Exp. Co
Facts
Defendant corporation purchased common stock for $29.9 million, and now the stock has a market value of $4 million. The directors decided to declare a special dividend, giving the shares of stock to the shareholders. Plaintiff demanded that Defendants sell the stock on the open market and use the $25.9 million capital gains loss to offset other capital gains. The offset would save Defendant corporation $8 million in taxes. Plaintiffs decided not to pursue Plaintiff’s demand, reasoning that the significant loss would adversely affect the value of Defendant’s stock. Plaintiff then brought suit, classifying the directors’ decision as negligent decision-making.
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